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Poof! $34 Million Vanishes on Broadway

IT was late one night in 1995 when Glenn Tullman came up with a sure-fire idea to build a theme restaurant chain around the universal appeal of magic and the legerdemain of David Copperfield, whose barnstorming world tours take in $50 million a year as he makes the Statue of Liberty vanish, defies the teeth of a silver-bladed death saw and escapes from a safe in an exploding building.

In short order, Mr. Tullman, a Chicago entrepreneur and venture capitalist, signed up Mr. Copperfield, along with the nation's leading architect of entertainment-retail complexes and a renowned chef. He got $20 million from Conseco, the giant Indiana insurance company whose flamboyant chairman had become enamored of Mr. Copperfield's magic.

First, they would build in a newly reviving Times Square. The Walt Disney Company offered them a premier location at the front of the MGM Studios Theme Park in Orlando for a second restaurant -- and there was talk of outlets at Disney parks in Anaheim, Calif., Paris and Tokyo.

The partners named their company Latenite Magic, after Mr. Tullman's nocturnal brainstorm, and all the investors looked forward to a big payday when it would go public. Construction on the flagship Copperfield's Magic Underground began three years ago in New York, with Mr. Copperfield designing an awe-inspiring set of illusions that could be viewed from 360 degrees, not just from the front of a stage.

But in what is perhaps the greatest magic trick of all, the investors' $34 million has -- poof -- disappeared. The Magic Underground in Times Square, though 85 percent complete, will never open. Disney canceled the lease in Orlando. And millions of dollars' worth of illusions for the project are gathering dust in an upstate New York warehouse. Mr. Tullman has gone back to running Allscripts, a medication-management company.

The story has a familiar ring in an era in which the stock market seems to rocket ever skyward and there is no end of investors willing to put their money into an Internet company that has yet to make a dime, let alone a venture like Latenite, with a good story and a celebrity pedigree. Despite enormous flaws from the very beginning, nearly everyone involved in Latenite still contends that they came close to ''completing an entertainment concept,'' as one put it, ''that would have set the industry on its ear.''

But bad blood abounds among the one-time partners. Last month, Conseco seized control of the Times Square property, and executives in Conseco's camp said they might sue Mr. Copperfield for what they called a failure to adhere to either a budget or a timetable. In Mr. Copperfield's camp, there are still hard feelings about an attempted coup in which some investors tried to dump Mr. Copperfield for Lance Burton, a Las Vegas magician whom they presumed would be more compliant.

Mr. Copperfield, in turn, may throw Latenite Magic into bankruptcy court in a bid to block Conseco and grab the company's only asset: the Times Square property. Supporters of the beetle-browed illusionist contend that Mr. Copperfield was intent on creating something worthy of his name, rather than yet another theme restaurant that would be dismissed as schlock.

THE concept was not a bad one, said Ron Paul, president of Technomic Inc., a restaurant consulting company based in Chicago, but the execution was hurt by divisions among the partners. ''It is always difficult to get anything done when you have an inherent conflict between the business perspective and the creative perspective,'' he said.

Still, he added, ''I can't think of another single restaurant-entertainment disaster of this magnitude.''

Disney refused to discuss the project, and Conseco, like many other investors, was reluctant to go into any detail. Mr. Copperfield also declined to be interviewed. But it is clear, from interviews with 19 participants, ranging from subcontractors to investors, that the problems with Latenite were far greater than the struggle between artistic vision and commercial viability.

For one, construction started before the conceptual planning was finished, which is almost always a miscalculation in Manhattan, one the most unforgiving real estate markets in the world.

''There was no margin for error,'' said James Cafarelli, a former executive at the House of Blues, another chain of entertainment-theme restaurants, who was brought in by the investors last year to salvage the Latenite project. ''It was a highly technical project that was launched in New York City, where you're working under a magnifying glass on a difficult site in a very aggressive real estate market. On top of that, the project continued to be improved throughout the process, and that compounded the problems. It was a challenge no matter how good the team was.''

Latenite was born in 1995, during what can only be described as the golden age of theme restaurants. The Hard Rock Cafe was still extending its then highly profitable mix of hamburgers, merchandise and memorabilia around the globe. Overexpansion, a reputation for bad food and static decor had not yet turned Planet Hollywood into a penny stock.

Mr. Tullman and his partner, Robert Compton, another venture capitalist who saw magic as appealing to all ages and nationalities, spent months pursuing Mr. Copperfield, its most successful practitioner, meeting with him after shows in Memphis and Chicago.

A gaunt man who safeguards the world's largest collection of magic and oddities in a warehouse in Las Vegas, Mr. Copperfield remains aloof from other magicians and is extremely protective of his reputation. Yet Mr. Tullman and Mr. Compton gained the magician's trust, raised $2.2 million and threw themselves into the project's details.

They hired David Rockwell, who had created 60 Planet Hollywood outlets and chic restaurants like Nobu in New York, to design the prototype, and enlisted the restaurateurs Joseph H. Baum and David Emil and the chef Waldy Malouf, then of the Rainbow Room and other celebrated New York dining places, to organize the restaurant side of the business.

FINANCIALLY, the breakthrough came early in 1996, when Mr. Compton pitched the concept to the Private Capital Group at Conseco, a company he knew from years of living in Indianapolis to be hardly the nation's most hidebound insurer. The deal was clinched after Stephen C. Hilbert, Conseco's chairman -- who met his sixth and current wife, Tomisue, when she leaped out of a cake at his stepson's 21st birthday party -- saw Mr. Copperfield's show in Las Vegas.

''Two days later,'' Mr. Tullman said, ''we had a check for $20 million.''

In the rush to put together the deal, Mr. Copperfield, Conseco and the Tullman group each got a third of the company, an arrangement that would come back to haunt everyone.

''None of the money was Mr. Copperfield's,'' said the magician's longtime lawyer, Albert Rettig, who is also a director of Latenite Magic. ''He committed himself to being the creative force, not the financial force, behind the project.''

Latenite announced its plans in April 1996, and construction started that fall with the demolition of two adult theaters on a site at Broadway and West 49th Street, at the north end of Times Square. Meanwhile, Disney, which had long sought to work with Mr. Copperfield, signed a lease for an Orlando restaurant, seeing the project as a cheap test ride for what could be a lucrative attraction for all its theme parks, people involved in the project said.

In between some 500 shows a year, Mr. Copperfield designed the illusions that would go into the restaurants and worked on the overall visual concept with Mr. Rockwell.

''We are developing the next generation of entertainment experiences,'' Mr. Copperfield said when the project was announced, ''not a themed restaurant, more like an interactive entertainment experience from which you won't want to escape.''

Ultimately, the designs for the Times Square restaurant called for a heroic, 45-foot figure to stand astride the front entrance, flanked by a pair of 18-foot gas torches. Neon signs mounted on the exterior of the building were to erupt every hour in a 90-second light show, with lights proclaiming the site Copperfield's Magic Underground emerging from the display.

Inside, there would be a 70-foot atrium with gargoyles perched on steel trusses in a style Mr. Rockwell called industrial gothic. Diners were to sit on terraces nestled around a model of the Statue of Liberty's torch. To the eye, banquettes and a bar would levitate, while a section of diners would suddenly disappear and, once an hour, the death saw would appear to cut a diner in half. Everywhere, there would be what became known as Davids, large-scale likenesses of Mr. Copperfield.

But there were many changes in work orders for the fast-moving project, as the design evolved and the fabricators built the multimillion-dollar illusions. Costly structural adjustments pushed the budget well beyond its original $18 million. A measure of the magnitude was in the lighted signs and the pneumatic and hydraulic systems for the illusions: They would require the same volume of electrical power as a 40-story skyscraper, one contractor said.

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''There was a link between construction and the illusions,'' said Chris Nolan, who ran the project for AJ Construction, the Manhattan company that served as construction manager for Magic Underground. ''As the illusions developed or the design was clarified, things had to be moved. But if you move an illusion that is structured in steel or supported by some mechanism, you get a ripple effect.''

Late in 1996, the rising costs, along with the potential for selling magic tricks and other merchandise associated with the restaurant, prompted Ngaire E. Cuneo, president of Conseco's Private Capital Group, to suddenly demand a greater stake in Late-nite, according to William Underhill, then Latenite's chief executive. After all, the insurer argued, it had put up the bulk of the capital. Mr. Copperfield also wanted a bigger share and more control.

It would take nearly a year to hammer out a new arrangement -- and by then, the bickering among the partners had eroded whatever trust had existed.

There were late-night meetings after Mr. Copperfield's record-setting Broadway performances during the 1996 Christmas season, as well as 3 A.M. conference calls that only fueled the frustration felt by some executives in dealing with the peripatetic Mr. Copperfield.

When he threatened in the fall of 1997 to quit unless his financial partners acquiesced to his demands, some of the investors considered dumping the illusionist in favor of Mr. Burton, the featured performer at the Monte Carlo Casino in Las Vegas. Mr. Tullman said Ms. Cuneo and Mr. Underhill initiated that effort, though Mr. Underhill disputed that account.

In any event, no one disputes that Mr. Tullman and Mr. Underhill met with Mr. Burton and his manager, Peter Reveen, after a performance by Mr. Burton at the Monte Carlo. ''They said David had quit or something,'' Mr. Reveen recalled. ''We told them that Lance Burton was nobody's clone. He would want to put his own stamp on anything he did.''

According to Mr. Tullman and four other people involved in the project, when Ms. Cuneo and Mr. Underhill later approached a Disney executive in Orlando to discuss replacing Mr. Copperfield, Disney blew the whistle on the suggestion. The entertainment company, these people said, was not about to jeopardize its alliance with the most popular magician in the world.

In the end, nothing came of the discussions, but the incident still causes Mr. Copperfield's lawyer to sputter in outrage. ''It would have been a horrendous mistake,'' Mr. Rettig said. ''There's nobody in the U.S., or internationally, who has Mr. Copperfield's stature.''

The factions ultimately agreed to a new deal that gave Mr. Copperfield more than 45 percent of the company and control of the board. Conseco also increased its stake, while the Tullman group was reduced to a very minor investment.

BY then, however, Latenite was running out of money. The Times Square project was $6 million over budget. Construction ground to a halt in January 1998. Within a few months, contractors filed liens against the project for more than $11 million. Latenite had also spent millions on a headquarters in Las Vegas and hiring a crew of executives, marketing agents and publicity representatives before a single restaurant was open.

The partners, however, were still hoping to amortize the enormous cost of the prototype in Times Square over restaurants in Orlando and elsewhere.

Mr. Underhill flew to Saudi Arabia in search of new investors; Conseco also tried to round up more money. It did not help matters that Latenite's owner's representative on the project, Bennis & Reissman, and the construction manager, AJ Construction, entered guilty pleas in June 1998 in an industrywide bid-rigging scandal. Or that Planet Hollywood's sales figures and stock price plummeted, ending Wall Street's fascination with theme restaurants.

Disney, eager to have the New York project finished so that Latenite could concentrate on Orlando, now put up $5 million. Bud Dare, the Disney executive in Orlando who directed the company's involvement in Magic Underground, recommended that Latenite hire Mr. Cafarelli, prompting Mr. Underhill and his staff to depart. Last fall, Mr. Cafarelli settled with most of the contractors, but Latenite was still bleeding profusely. Even standing still, the rent and other obligations in Times Square were eating up $300,000 a month, according to former executives at Latenite.

Conseco persuaded the Union Labor Life Insurance Company of Washington, known as Ullico, and another union-linked insurer from Canada to invest $7.5 million, taking a fee for its efforts, according to Mr. Tullman and others. (Conseco would not comment.) Ullico said it was told by Mr. Underhill that more money was on the way, including an infusion from Prince Walid bin Talal of Saudi Arabia, who has major stakes in both Euro Disney and Planet Hollywood.

''We had a high confidence level that we weren't dealing with fly-by-night guys,'' said an executive at Union Labor Life, who declined to be identified because of the possibility of lawsuits over the project. ''We wanted all the effort to go into one gala opening in New York. Instead, our money disappeared.''

Last September and again in December, Mr. Tullman told reporters, investors and contractors that construction would resume within a month. It never did because, Mr. Tullman said recently, Conseco was engaged in ''an elaborate game of chicken'' with Mr. Copperfield.

Although the Times Square project could have been completed in six weeks, Conseco and Ullico refused to put up more capital unless Mr. Copperfield contributed some of his own money or gave up some stock in the company to attract other investors. They blamed his obsession with the expensive, unprecedented illusions for pushing the costs beyond endurance.

''They refused to put in more money without some limits on 'artistic control,' '' Mr. Underhill said. ''David didn't want to do that. He didn't want to give up equity or control.''

Mr. Tullman said the problem was not Mr. Copperfield, whom he compared to James Cameron, the director who persevered in his artistic vision for the movie ''Titanic'' despite enormous criticism for spending $190 million in the process. In the end, Mr. Cameron created the highest-grossing film of all time. Conseco, on the other hand, strangled Mr. Copperfield's vision, Mr. Tullman said.

''Their view was: We'll just build it; it doesn't have to be perfect,'' he said. ''David said: I'm not going to have magic where everyone can see behind the curtain. My reputation is on the line.''

All the investors were well aware of the terms of the original deal, including Mr. Copperfield's insistence on retaining control of the product, Mr. Tullman said. Others involved in the project point out that the magician's position as one of the top-earning entertainers in the world was a result of, not in spite of, his obsession with developing the most sophisticated illusions.

''It's like someone going out into a rainstorm and complaining he got wet,'' Mr. Cafarelli said. ''He's a perfectionist who travels around the world. That's no surprise.''

IN the end, Latenite spent $34 million. The partners reached an impasse, and when the company defaulted last month on its rent for the building in Times Square, Conseco swooped in and took control. The insurer is now trying to find a tenant, any tenant, for the site. In the hope of reaping some return on its ill-fated investment, Conseco is asking for more than $2 million a year in rent and another $1 million for the signs, said real estate brokers who have toured the site. For now, the talk of Magic Underground restaurants elsewhere has ended, as well.

''This is a deal that should have worked,'' Ms. Cuneo said. ''We are disappointed, as are many of the other investors, that it didn't come to fruition. But it might be early for a post-mortem; we are considering litigation.''